The aim of the Board is to function at the head of the Group's management structures, leading and controlling its activities and setting a strategy for enhancing shareholder value. Meetings are held to review the Group's forward planning. The Board currently consists of two Non-Executives and one Executive Director. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its shareholders and seek to comply in all material respects with the Corporate Governance Guidelines for Smaller Quoted Companies.
The Board believes that the small number of Directors (3) is appropriate at this time and, hence, the Audit Committee and Remuneration Committee responsibilities have been taken on by the entire Board. Given the composition of the Board and the size of the Company it is felt a separate Nomination Committee is not yet warranted. However, as the Company's operations expand, the Board will monitor this aspect of operations and will respond accordingly. The Board collectively undertakes the function of such committees and where conflicts arise the Directors exclude themselves from the Chair and on voting on such matters.
The purpose of the Audit Committee, which is chaired by the Chairman of the Company, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Corporate Governance Guidelines for Smaller Quoted Companies, and to maintain an appropriate relationship with the Company's auditors. The key terms are as follows:
- to monitor the integrity of the financial statements of the Company and Group, and any formal announcement relating to the Company's performance;
- to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
- to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity; and
- to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems
The Board has overall responsibility for ensuring that the Group maintains systems and internal financial controls that provide them with reasonable assurance regarding the financial information, both for use within the business and for external publication, and that the Group's assets are safeguarded. The Board is in the process of evaluating a means for identifying, evaluating and managing the principal risks faced by the Group. The Board will regularly review such a process.